First Bancorp Inc ME

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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The First Bancorp, Inc.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Message from Our Chief Executive Officer

Dear Shareholders:

Like 2023, the first half of 2024 presented a number of challenges for the banking industry and The First Bancorp, as we continued to see margin contraction. During the third and fourth quarters; however, through the combined effects of new asset pricing, legacy asset repricing, and funding cost stabilization, our net interest margin increased which led to improved net income performance. We expect this positive trend to continue with further gradual improvement in coming quarters.

Net income for your Company was $27.0 million, a decrease of 8.4% from the $29.5 million reported for the year ended December 31, 2023. Earnings per common share on a fully diluted basis were down $0.24 to $2.43 per share, a decrease of 8.9% from the prior year.

While earnings were down from the previous year, we were encouraged by the improvement in net interest income posted in the second half of the year driven by steady increases in net interest margin. Pre-Tax, Pre-Provision (PTPP) (non-GAAP) return on Average Assets for 2024 was 1.09% and PTPP Return on Average Tangible Common Equity was 15.12%. We experienced strong earning asset growth during the year with total loans increasing $211.5 million, or 9.9% while maintaining favorable asset quality.

2024 Financial Highlights

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Total assets increased $210.3 million, ending the year at $3.157 billion

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Total loans grew to $2.34 billion, an increase of $211.5 million

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Total deposits grew to $2.73 billion, an increase of $125.6 million

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First National Wealth Management’s Assets Under Management grew 10% to $727 million

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Asset quality continued to be excellent demonstrated by a Non-Performing Assets to Total Assets ratio of 0.14%

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Strong Liquidity with day one capacity to cover more than 156% of estimated uninsured deposits.

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Tangible book value at year end was $19.87 per share, up from $19.12 as of December 31, 2023.

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Efficiency ratio (non-GAAP) remined favorable to peer at 56.66%

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Strategic Planning

In 2024, your Company began executing on its most recent three-year strategic plan. The 2024-2026 plan is a robust one, with over 880 action steps covering a variety of categories from Succession Planning and Employee Engagement to Community Engagement, Growth, and Risk Management. As we have done with past plans, responsibility for completion of these action steps is pushed down deep into the organization. It is important to us that all employees understand the plan, where we are going and how their contributions help us reach our goals.

Succession Planning

Succession planning has been an important part of our strategic plan for over ten years. Our attention to this topic allowed us to successfully prepare, in 2024, for two early 2025 retirements. Mike Martin, a valued part of our credit team for over 31 years, retired as SVP, Credit Risk Officer in January 2025. Mike was instrumental in helping the Bank comply with the relatively new CECL requirements and through his hard work and training for his successors, has set us up well for the future.

The Bank’s over 280 employees continue to provide best in class service to their customers and communities. I continue to be impressed every day by the commitment of our team.

In February 2025, Sue Norton, retired from the Bank as EVP, Chief Administrative Officer. Sue had been with the Bank for over 32 years and spent 22 years on the Bank’s Executive Management Team. Sue was responsible for Marketing, HR, Compliance and other key areas. Sue spent much of 2024 executing on her succession plan to ensure that we were prepared for her departure.

We wish both Mike and Sue well in their retirements.

Saying Goodbye

In early 2025, we said good-bye to Bill Fernald, a former director of the Bank, who passed away in January. A native of MDI, Bill was President of Jordan-Fernald Funeral Homes and was truly Mr. Community. Bill was a wonderful person and will be missed.

Thank You

As I celebrate my 10 th Anniversary as the CEO of The First Bancorp, I want, as always, to thank all of you for the faith you continue to show in me to lead your Company. I have a wonderful team and Board of Directors, and I certainly could not do this job without them. Thank you.

Notice of 2025 Annual Meeting of Shareholders

Items of Business

How to Vote

Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, the prompt return of your proxy will save follow-up expenses and assure the proper representation of your shares.

You may revoke your proxy if you so desire at any time before it is voted.

Have your proxy card or voting instruction form with your 16-digit control number and follow the instructions.

DEADLINE

Vote by 11:59 P.M. ET on 04/29/2025 for shares held directly and by 11:59 P.M. ET on 04/27/2025 for shares held in a Plan.

If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee.

This Proxy Statement is being furnished to Shareholders of The First Bancorp, Inc. (the “Company”), the parent company of First National Bank (the “Bank”), in connection with the solicitation of Proxies on behalf of the Board of Directors, to be used at the virtual Annual Meeting of Shareholders of the Company to be accessed at

www.virtualshareholdermeeting.com/​FNLC2025, on Wednesday, April 30, 2025, at 11:00 a.m. Eastern Daylight Time, and at any adjournment thereof for matters described in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being mailed to Shareholders on or about March 18, 2025. This solicitation is made by the Company, which will bear the expenses thereof.

The Proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to its use, will be voted in accordance with the instructions contained therein. If no contrary instructions are given, each Proxy received will be voted FOR the nominees for Directors described herein, FOR approval of the matters described below and upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as Proxies; provided, however, that broker non-votes will not be voted in favor of the election of Directors.

Directors are elected by the vote of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting. To be approved, any other matters submitted to our shareholders, including the ratification of BDMP Assurance, LLP as our independent auditors, require the affirmative

vote of the holders of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.

Shares that abstain from voting as to a particular matter will be counted for purposes of determining whether a quorum exists and for purposes of calculating the vote with respect to such matter but will not be deemed to have been voted in favor of such matter. Shares held in “street name” by banks, brokers or other nominees who indicate on their proxy cards that they do not have discretionary authority to vote such shares as to a particular matter, which we refer to as “broker non-votes” will be counted for the purpose of determining whether a quorum exists but will not be considered as present and entitled to vote with respect to a particular matter unless the beneficial owner(s) of the shares instruct(s) such record holder how to vote such shares. Accordingly, abstentions will have the effect of a vote against a proposal, and broker non-votes will not have any effect upon the outcome of voting with respect to any matters voted on at the annual meeting (but will have the effect of negative votes with respect to the election of Directors).

By Order of the Board of Directors,

Christopher J. Austin,

Clerk

March 18, 2025

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